Equestrian Subversion
by ClarinetOverlord
Summary: Her banishment and defeat left her ashamed and depressed. The obliteration of her hive didn't help. All she wanted to do was curl up and die, letting her shame die with her. Now, she thirsts for pony blood. She wants nothing more than to watch Equestria crumble, to burn Canterlot to the ground, to watch the Elements and princesses suffer and die by her hoof.
1. The Ashes Are Still Hot

**Equestrian Subversion**

******Just so yinz know, this is an alternate perspective of The_Dash's story _Loyalty's Vengeance_ over on FIMFiction. If you like this, go check out the original.**

_Those who have failed and fallen are that much stronger when they get back up._

_Chapter One: The Ashes Are Still Hot_

"What a lovely but absolutely ridiculous sentiment," the insect queen scoffed. Even though Twilight and the real Cadance escaped the caverns beneath Canterlot and forced her to show her true identity, they were no closer to stopping her than they were when Twilight and her friends arrived.

For months, she had fed off the love Shining Armor had for his wife. His love gave her power: power greater than even that of the princesses, as she had demonstrated with downing Celestia, the god emperess of ponydom.

The Elements of Harmony? Ha! They had no true power. Their powers came from jewels. Without their precious rocks, they were as useless as anypony else. The queen's soldiers shattered the magic barrier protecting Canterlot, captured the Elements, and crushed both branches of the Royal Guard, the captain of which was too weak to so much as levitate a quill. The center of pony life was under her control. Did Cadance truly think she could restore his magic and her kingdom with love?

The two ponies embraced, and Shining's horn was actually glowing now. Cadance sent magic to her horn as well, forming a cyan spark between them. The spark evolved and expanded into an orb of purple light with a white nucleus where their horns met. The orb started to rotate, and formed a funnel of wind around Shining and Cadance that gained power as the sphere grew in size. Shining Armor was quite surprised when he opened his eyes, as though he himself didn't actually expect his fiancée's plan to work. As the wind picked up speed, they shared a look and a smile that said one thing: keep going. The funnel continued to swirl and rotate, and its magic picked them up, levitating them slowly off the ground. Chrysalis had enough time to allow a look of horror and shock to take the place of her self-righteous grin before the now hot-white sphere exploded in the shape of a heart. The power of love was enough, because the blast spread throughout Canterlot and sent Chrysalis and her army flying out in an ever-expanding radius, beyond Ponyville, beyond the Everfree Forest, beyond the remote town of Appleloosa, to land in a nameless, featureless forest on the other side of Equestria.

The lucky Changelings were killed on impact, while the others suffered with broken or twisted legs and wings for weeks before finally starving or falling prey to the superior fauna of the unnamed arboreal waste.

Their queen was not so fortunate.

* * *

Most Changelings barely made a dent in the ground when they landed, mostly because they were slowed down by trees long before the forest floor was even in sight. Chrysalis, however, being nearly the size of Celestia, was significantly heavier. She approached the canopy at a sharp angle, and made a comedic Changeling-shaped hole in the leafy roof. She easily cleared any branches that got in her way from there, and skidded on the ground for about fifteen hooves before slowing to a halt. Luckily, the canopy had absorbed most of her downward momentum, so she had no serious injuries, only scrapes, bruises, and a clipped left ear.

Nevertheless, she made no effort to move from her crater. She was content to lie there, wallowing in her own misery and shame. Unlike Nightmare Moon or Discord, she'd didn't intend to overthrow Celestia merely to rule the land herself; her people were starving and without a home. They needed the love of sentient beings to feed, not including each other. Equestria was close to where her colony was located at the time, and was ripe with loving citizens. As villainous as she may have made herself out to be to the ponies, she was only doing what any competent ruler would do if her subjects needed hospitable land. She was certain that if Celestia were in her place, she would do the same.

But her mission had failed. She was defeated, ironically, by the one thing that kept her and her people alive: love. She was banished and left to die by the bride she had mimicked and the groom she tried to steal. She had failed her subjects by not finding them a home, and she had failed herself by losing without putting up a fight. She curled up in the pit and did something she hadn't done since larvaehood.

She cried. She cried as loudly as her body desired; no one could hear her, anyway, and there was no more shame that could be added to her.

When nightfall came, she had long run out of tears. She had made her final decision; she wouldn't move, she wouldn't fight back, she would simply wait for Death's messenger to find her. Starvation, forest fauna, an angry onslaught of her famished followers; whatever came first was more than welcome.

Suddenly, a strange sensation surrounded her body, and she felt totally weightless.

'So this is what death feels like.'

She opened her eyes, expecting to look down and see her spirit leaving her decaying carcass alone on the forest floor. Instead, she realized she wasn't floating out of the pit so much as she was being dragged out.

"Your majesty." The voice was all-too familiar to the Changeling queen. It belonged to one of her right wing soldiers, one of the only Changelings who knew the entirety of her plan to topple Equestria.

"Put me back, Bane Tooth." Her command barely came out as a whisper. "You're only throwing salt in my wounds by dragging me out like this." She made no effort to make eye contact; she just didn't have the energy.

Bane walked around to look his queen in the eye. "Surely, you have a plan to re-assemble the colony."

"The colony is gone," she replied. "We are a starving people spread dangerously thin in enemy territory without a leader. What hope is there for us?"

Bane smiled. "We're not as broken as you think we are." Bane's wings began to vibrate. Not because he was taking off, but because he was trying to reach a certain frequency: the one that all Changelings used as an auditory beacon. It was the call to arms of every able-bodied soldier in the area. Chrysalis thought he was mad. Surely, no Changelings were able to respond to the call, and if any actually could come, they would surely have wings or limbs distorted beyond repair.

Once again, she was wrong.

Within minutes, masses of her black bodied, blue-eyed soldiers emerged from the forest shadows. Most were in decent shape: some were limping, some merely had cuts and bruises like their queen. The clearing was soon a lake of Changelings, writhing and waiting for their queen's command. Bane smiled, clearly pleased with the turnout. Chrysalis, on the other hand, was speechless. To see survivors in these numbers that were more or less battle ready was astonishing.

The queen was filled with new energy. Like fresh blood racing to her limbs, it gave her the strength to stand up. She lifted her wings for the first time in what felt like days. She looked at Bane Tooth, but not with surprise. A new feeling molded her face like fine clay into a smirk that bled confidence.

Hope.

* * *

Step one was to strengthen the soldiers. The Changeling's primary food source was love, and although the forest was a metropolis of flora and fauna, it was a barren wasteland for Chrysalis' starved army. The local wildlife was about as loving and emotional as a pile of assorted boulders. This pushed the remnants of the hive to vampirism, something that, in Changeling society, was viewed as one of the most lowly, vile acts that could be done.

Vampirism was usually only done by psychotic serial killers, escaped prisoners in hiding, or as a desperate army's last resort. And this was a very desperate army. Luckily, their ability to change shape and jet-black coloration made sneaking up on unsuspecting animals larvae's play.

For Chrysalis, watching her army regain strength was like watching them grow up all over again as they adapted to a new world, taught themselves and each other how to survive, and prepared for the invasion. Slowly but surely, more stragglers came upon the clearing, some only moments before death. Those who survived were caught up to speed and given a rodent to get their strength back.

Days turned to months, then years, until the army had quadrupled in size and the clearing was filled to burst with Changelings. All silently awaited the words of their queen.

"My children, merely six years ago, we were brought to our knees by the Equestrians. We were battered, bruised, and separated by immeasurable distances. Now, here we stand, poised like manticores ready for the kill. We are stronger than ever before, and this time, we will claim our new kingdom. Let this be the day that Equestria trembles in fear. Let Celestia herself bow before me.

"Let Equestria crumble beneath our feet!"

A wave of shouts and excited buzzing filled the clearing, but before the invasion could begin, Chrysalis had one last errand to run.

"General Bane," she called over the wall of noise. The equally-statured Changeling general obediently replied.

"Your majesty."

"Send a message to the princess in Canterlot." Bane Tooth stared back blankly.

"I beg your pardon, your highness?"

Chrysalis laughed, "Since their leader is so fond of letters, it would be my pleasure to send her the last one to add to her collection."

"What should it say?"

"Tell her everything. The invasion, the army, Discord. Leave nothing secret."

"Your highness," Bane said in an increasingly worried tone, "I don't think that's a good idea. Why would we tell her everything about the invasion? Wouldn't it be smarter to surprise them and sneak into the cit-"

"I'm tired of sneaking around!" she screamed. "We tried being stealthy last time, and it nearly led to our extinction! I want them to have a glimmer of hope that they can win, then smash it into a thousand pieces. I want to take everything they love away and destroy it. I want them to hurt like I did!" Chrysalis was on the brink of tears when she finished her rant, and Bane Tooth had taken a number of steps backwards. He had never seen his usually calm and collected queen, or anyone for that matter, so consumed by rage.

She sighed, trying to calm herself down before she had an aneurism. "Write the letter, Bane. We'll give them just barely enough time to prepare before we attack." She turned to face Canterlot, a mere speck on a cliffside on the horizon.

"By high noon tomorrow, Celestia will be my prisoner."

* * *

Something was horribly wrong.

Celestia had been feeling sick ever since she woke up that morning. It wasn't due to physical illness; rather, it was a suffocating sense of dread, like something was hanging over her head ready to crush her. She hadn't voiced her concerns to any of the nobles or even her sister, mostly because she didn't know what was causing her restlessness and didn't want to cause panic. So, she irritably paced on her balcony to blow off steam.

Then something caught her eye on the horizon. It was a small green flame, swirling and spinning in the wind like stray paper. When it reached her balcony, it spun in an ever-tightening circle before a piece of crudely-woven parchment materialized and fell to the ground. She hesitantly picked it up, as though it might explode if she held it too close.

_For the eyes of Her Majesty Princess Celestia Only_

_Greetings from the farthest corner of Equestria._

_Allow me to introduce myself. I am Bane Tooth, one of Chrysalis' head generals. She would like to inform you of our invasion of Equestria, starting in Canterlot and fanning out. Her Majesty wants you to prepare for your demise and the collapse of your kingdom. She also wants to assure you that, upon capture, will not be harmed._

_Provided you cooperate._

_Be ready, because this time, we will hold back nothing._

_P.S. Don't be surprised if a few things from the garden go missing._

Celestia's blood ran cold the moment she saw the word 'Chrysalis.' Shining Armor and Candance were in the Chrystal Empire, and there was no way to get either of them back in time to put up a shield spell. Her only chance was to get Twilight and her friends to get to Canterlot and stop the Changelings.

Suddenly, a guard burst into her room. "Your highness! Discord is gone!"

* * *

The statue of the god of chaos was dragged into the clearing before Chrysalis. How her soldiers managed to get it out of the royal garden and into the distant forest undetected was a mystery. Chrysalis' horn emanated an eerie green light, firing an energy orb at the stone creature and shattering his rocky skin.

When the light faded enough for the Changelings to see, they saw Discord still in his horrified position he had before his defeat. He looked around the clearing at the army with a raised brow.

"Wow, the palace groundskeepers must really be behind." He looked forward at Chrysalis and smiled. "Ah, if it isn't her Royal Highness Queen Chrysalis." He bowed his head and put one hand behind his back.

"How do you know who I am?"

"My dear," he laughed, "I may have been encased in stone, but I wasn't lost to the outside world." He frowned and aimed his eyes down and to the side. "Although, sometimes I wish I had been. You wouldn't believe how many times I've heard about Blueblood's "_latest_ affair."

All the Changelings, including Chrysalis and Bane Tooth, looked at him with extreme confusion.

"For the record, it's seventeen."

Chrysalis shook her head and tried to get the conversation back on topic. "Anyway, I've brought you here so you can assist me in my subversion of Equestria." Discord stared blankly back at her. "We're going to overthrow Celestia."

"Oh. So, what's my homework for tonight?" he asked, spawning a pencil, notepad, and a pair of glasses.

"My army and I will overrun Canterlot and capture Celestia, while you…" Truthfully, she didn't have a plan for what to do with Discord. He looked away from the notepad expectantly at her. "Go to the mountains north of Ponyville. Get the Diamond Dogs to go into town and cause whatever mayhem they desire."

Discord giggled as the notepad vaporized. "Mayhem is my specialty." He dramatically saluted before disappearing in a puff of pink smoke.

"Diamond Dogs, your highness?" asked Bane Tooth.

Chrysalis rolled her eyes. "I have to keep him busy until I can think of an actual purpose for him." Her attention shifted to her soldiers. "Is everyone ready?" she called. They responded by buzzing and hollering.

"Tonight, we march on Canterlot!"

**Vivat et nocte.**

**-ClarinetOverlord**


	2. The Changeling Wildfire

**Equestrian Subversion**

_Go into battle hoping to die, and you shall survive; go into battle hoping to live, and surely you shall not._

–_Bushido Saying_

_Chapter Two: The Changeling Wildfire and The Tapestry of Equestria_

At the gates of Canterlot, six ponies, two alicorns, and a handful of royal guards were all that stood in the way of the rapidly advancing Changeling army. They were only a distant shadow at this point, but if the wall of noise emanating from it was any indication, their numbers were great.

But of all the ponies present, none were more tense or excited than Rainbow Dash. Her mind was clouded by her arrogance, and only focused on victory and the thrill of battle; her skin and fur were a parched wasteland, and the life-giving rain that could grow a forest in that desert was Changeling blood.

Ever since arriving in Canterlot, there had been a mutual nervousness amongst the six friends, but none tenser than with Rainbow and Applejack. They held each other dear over everything else; Applejack loved Rainbow more than all the trees in her orchard, and Rainbow would gladly stay planted on the ground to be with her beloved. They were both possessed by fear: fear that the other would perish in the battle.

Rainbow lay a comforting on the shoulder of the farm pony. "You're not scared of those bugs, are you?"

"Ah ain't exactly shakin' like a leaf, but I'd be lyin' if ah said ah wasn't nervous." With Rainbow holding her close, she seemed to already be getting less tense. "Promise me one thing, Dash."

"Anything."

Applejack nuzzled her marefriend's neck. "Watch my back." Rainbow looked down at her, falling into the emerald mines on her face.

Rainbow whispered, "Pinkie Promise."

The buzzing grew noticeably louder, and the two lovers had to interrupt their moment to prepare for battle. Rainbow disengaged Applejack and stretched her wings and forelegs, ready to slaughter them like the bugs they were; Applejack put on a brave face and prayed for the safety of Rainbow and her family.

* * *

The swarm was only a few miles from Equestria's capital, with Chrysalis and Bane Tooth at its helm.

"Bane Tooth!" Chrysalis shouted at the general. "Take your squadron to the south side of the city and overrun the castle. Take no prisoners except for the royal family, including Prince Shining Armor." The Changeling general nodded curtly and veered left, his soldiers following suit.

Chrysalis licked her lips against the biting wind. Now the ponies would know her shame and swallow the vile taste of defeat. No amount of love or tolerance could stop her now. Even the Elements themselves would be useless when she was done with them.

The city finally came into full view, as well as the ponies guarding it. The Changeling queen would have attacked Celestia herself, but somepony else caught her eye: Rainbow Dash, the Element of Loyalty.

Magical powers were greatly affected by the strength of one's spirit, and the Elements were no exception. Rainbow obviously had the strongest fighting spirit of the six, which made her element the most powerful of the group. If Chrysalis could rob Rainbow of her element, then who knows what it would do for her magic?

A shot was fired. A blast of confetti, balloons, and a pre-set table took out several Changelings. The pink one was on the ground with a mobile cannon firing party supplies at her army with devastating results. Luckily, she had set up her charge to create the illusion that her army was smaller than it really was; for every soldier taken out, two more took its place. Rainbow Dash was out of sight, so Chrysalis charged for the princess of the sun.

At least until a blast of midnight blue blast shot her from the sky.

The perpetrator matched the magical blast in color and fiery intensity. "You will not harm our sister!" Protective instinct had chiseled her face into a vengeful glare, and her horn was ready to fire another blast at her sister's assailant.

Both shot at the same time, cancelling out the attacks and creating a smokescreen. While Luna took a moment to compose herself, Chrysalis charged at her and tackled her to the ground. Her aim was to impale the princess' throat, but she ended up flailing randomly when Luna bucked her in the gut. Both got back on their hooves, but Chrysalis struck first with a headbutt, stunning Luna and throwing her to the pavement again.

Just as Chrysalis was about to sneer at Luna about how weak and pathetic she truly was, she heard screaming: the gravelly, hate-filled cry of Rainbow Dash ready to beat the Changeling Queen over the head like a giant piñata. She smoothly ducked under her prismatic assailant, causing her to crash head-first into Luna.

Chrysalis laughed loud and strong, purposefully making Rainbow angrier. Her anger and thirst for blood was clouding her judgment and making her sloppy. Before the two could even stand up, Chrysalis wrapped them in her magic grip and slammed them to a nearby wall. The queen continued to laugh as Rainbow looked to her left to see Changelings devour her closest friends.

Starving Changelings weren't picky about what they ate on their victims; by the time her soldiers had finished, there wouldn't be so much as bone dust to sweep up.

As she leaned down to finish the job, Rainbow slugged her in the face. "Take that, you monster!" she spat.

The queen merely shook her head to regain feeling in her cheek. "You'll regret doing that." Chrysalis had been planning to do this to Celestia, but she was enjoying torturing her prismatic prisoner.

"Don't you dare touch her!" Rainbow's cry fell flat as Chrysalis touched her horn to Luna's chest and turned the lunar princess into a statue. She released her magic grip on Luna and returned her attention to Rainbow.

"I have use for your element," she said icily to Rainbow.

"Just wait until Princess Celestia and Twilight find you!"

"Oh," she chuckled, "I look forward to it, but by then it will be too late, you rainbow-maned buffoon." Chrysalis then surrounded the Pegasus in a crushing magic aura, intent on removing her very essence.

After the screaming was over, Chrysalis had before her the Essence of Loyalty and a Rainbow Dash with nothing left to fight for. Her soldiers gathered around her, ready to do her in if the queen demanded it. Instead, she sent the Pegasus rolling down the nearest hillside. She had no Element, her friends would soon be dead, she was not a threat.

"Your highness!" Bane Tooth suddenly appeared behind his queen. "They've captured Celestia and her student."

* * *

The Canterlot Royal Court was a grand room with beautiful stain glass depicting Equestria's greatest victories: Nightmare Moon, both defeats of Discord, Cadance and Shining Armor's wedding day, even the defeat of King Sombra.

Twenty minutes ago, it was the final hiding place of Princess Celestia and Twilight Sparkle.

When Chrysalis entered the room, it was not the same court she saw during the first invasion. Her soldiers had shattered the stain glass and toppled several pillars, one of which narrowly missed the throne. Celestia sat on her haunches, her muzzle cast down with defeat and shame scrawled across it. One wing hung limply at her side; the other was covered in bite marks and bruises. A magic cap lay snugly on her horn. Even her mane, which flowed supernaturally, seemed to stop moving altogether.

Without breaking away from Celestia, Chrysalis asked Bane, "Where is Twilight Sparkle?"

"She was captured elsewhere in the castle and is on her way here."

"And what of the orange Earth Pony?"

"Unaccounted for."

She sighed. "Well, we have doomed the princesses and killed three Elements. That is satisfactory. I wish to be alone with Celestia. Stay outside and wait for my commands." Bane bowed as he left and hurried his underlings out as well.

Celestia didn't look up as Chrysalis approached. "I've waited a long time for this."

"I've made it a habit to salute those who have bested me. I hate to break tradition, but you are not worthy of my respect."

She scoffed, "You still feel superior to me?"

"No, I can concede defeat. But I know you cannot win."

"Your capital is in my grasp, your soldiers have fallen, you yourself cannot even fly. Where is my disadvantage?"

Celestia finally opened her eyes. "A fire can only burn for as long as there is fuel. By waging war, you're destroying your subject's food source like a farmer who burns his field. Once they're starving, do you truly believe they'll stay content?"

"Bane!" she screamed. "Take her to the dungeon!"

Before Celestia was ushered from the room, she turned back to Chrysalis. "Evil may win many battles, but it cannot win a war."

As she left, another soldier ran in panting like it had just run a marathon.

"Your highness! Twilight has escaped!"

The Changeling queen lost her temper then and fired a powerful energy blast at the ceiling, leaving a massive hole. "What buffoon was guarding her?!" The soldier reluctantly raised his leg. Chrysalis grabbed Bane's sword in her magic and swiftly decapitated him.

She attempted to calm herself and moved to a different question. "What of Twilight's brother and his wife?" The remaining soldiers looked around nervously. One dared to answer.

"We couldn't find them. They're not in the castle."

Chrysalis' face was contorted by rage. "**I asked my top general for the capture of all the royals, and he brings me a princess, leaving two others alive and roaming Equestria freely?!**" Chrysalis' rage had been thrown out the window now. "Find them! I don't care if you have to turn Equestria upside-down and inside-out, I want them brought here alive and executed at my hooves!"

The queen blew several more holes in the walls before calming down enough to listen to Bane. He had received word that Ponyville had been overrun and was burning to the ground as they spoke. The two Changeling leaders went to investigate.

* * *

The rabid howls of Diamond Dogs and the pained cries of ponies shook the trees on Ponyville's edge. Smoke filled the sky and most of the buildings were indeed burning down.

"Where's Discord?" asked the queen. Her question was quickly answered when she noticed a lake. Well, not exactly a typical lake. While most lakes are full of water, this one was full of a yellow fluid with lemon wedges and ice cubes. "Is this…lemonade?"

Discord appeared from under the lake wearing a snorkel and a mask. "It certainly is. I must also applaud the Diamond Dogs for causing such beautiful chaos. A bit violent for my tastes, but I suppose chaos is chaos."

Chrysalis was somewhere between being shocked and impressed. "I…didn't know they were capable of such destruction."

"All I had to do was tell them about the treasure trove of jewels in Ponyville and they barreled in head-first." Discord produced a straw from under the surface and proceeded to drink from his lake. "I do hope to do this again. As violent as it was, it was quite fun. And let's face it, that's why I do what I do."

Chrysalis looked at her new general. "You know, I think I can arrange that."

* * *

Somewhere at the base of the mountain Canterlot was built on, a figure lay still in the creeping crepuscular light. Any passing creature would have recognized it as a Pegasus pony, but all the nearby creatures had been scared into hiding by the Changeling Invasion.

The figure didn't so much as twitch; it had no energy left. Its very life essence had been forcibly removed, and all its friends were dead or missing. Its old way of life was gone, and it seemed to have nothing to live for.

Hours passed, then days, until the lump gathered the will to stand up. Battered, bruised, spiritually broken, dirty, but somehow alive. With nothing else to do, she ventured into the forest, hoping that it would lead her to her death or wake her up from this nightmare.

**Vivat nox.**

**-ClarinetOverlord**


End file.
